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Buyer is placing an order and securing a position in a production sequence via deposit toward the purchase of a Volta Volaré aircraft according to the following terms and conditions of this Aircraft Order and Deposit Agreement (“Deposit Agreement”). As used herein, “Volta Volaré” refers to Volaré Corp., an Oregon Corporation.
This Deposit Agreement outlines the deposit terms for a production aircraft of Volta Volaré Corp. Positions will be allocated on a first come, first served basis. This Deposit Agreement is subject to the following terms:
Aircraft: DaVinci (Enlightened Aviation Equipped)
Estimated Price: $495,000
Deposit Amount: $4,950
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, Seller and Buyer (each a “Party,” and collectively the “Parties”) agree as follows:
Section 1 DEPOSIT
Buyer agrees to pay the Deposit Amount set forth above (“Deposit”) for the delivery from Volta Volaré of one (1) Volta Volaré DaVinci aircraft with Enlightened Aviation (“EA”) upgraded equipment (“Aircraft”), with industry standard and FAR Part 23 compliant Builder Assistance Services until submission of application for Certificate of Airworthiness. The Deposit shall be refundable, transferable and applied to the Aircraft Purchase Price as provided herein.
Section 2 POSITION LIST AND DELIVERY
Section 2.1 – Upon receipt of a signed Deposit Agreement and Deposit, Volta Volaré will assign Buyer a delivery position (“Position Number”) on the position list. Delivery positions are offered on a first come, first served basis, and are subject to prior commitment and availability, as determined by Volta Volaré in its sole discretion. Aircraft designated for Volta Volaré marketing campaigns, factory training, technology demonstrators, flight testing, or any other Volta Volaré – related activities regarding aircraft not intended for sale to the general public, are not considered part of the position list.
Section 2.2 – Volta Volaré expects production of the Aircraft to begin in second quarter of 2018. Actual production and delivery dates may vary. The scheduled date of delivery for the Aircraft (“Delivery Date”) shall be determined by Volta Volaré.
Section 3 PURCHASE AGREEMENT
Section 3.1 – No later than thirty (30) calendar days prior to the start of production and procurement of parts for, and assembly of, the Aircraft (“Production Start Date”), Volta Volaré will inform Buyer in writing of the expected Production Start Date (“Production Notice”) and include an Aircraft Purchase Agreement governing the purchase of the Aircraft. Unless this Deposit Agreement has been earlier canceled, Buyer shall, within fourteen (14) calendar days of the date of the Production Notice, select any optional equipment or services for the Aircraft and return to Volta Volaré the Aircraft Purchase Agreement, duly executed. The Aircraft Purchase Agreement will include various terms and conditions, and depending upon the then current federal and/or state laws, may include certain conditions of purchase as required by then applicable federal and/or state laws.
Section 3.2 – The Aircraft shall be assembled and delivered at Volta Volaré’s U.S-based facilities. Much of the final assembly and inspection relies upon the Owner-Builder’s compliance with Federal Aviation Regulations, and Volta Volaré makes no guarantee that the Aircraft will be issued a Certificate of Airworthiness within any certain timeframe. Volta Volaré’s parts production and Builder Assistance Center(s) are managed to accommodate the Buyer’s schedule, availability of secondary assistance, budget and skill level. The Aircraft’s estimated completion schedule and Progress Payments (Section 5) shall be defined within the Terms and Conditions of the Aircraft Purchase Agreement. Volta Volaré will make every reasonable effort to ensure that Buyer may take possession of a completed Aircraft and undergo factory-approved maintenance and operator transition training as quickly as possible and within compliance of all applicable Federal Aviation Regulations.
Section 4 SPECIFICATIONS
Section 4.1 – The PRELIMINARY Standard Aircraft Specification is shown in Attachment A. Volta Volaré will, as part of the Aircraft Purchase Agreement, inform Buyer of the detailed specifications for the Aircraft, which will include final dimensions, standard equipment, performance specifications, documentation, options, etc. Any specifications referred to on our website or otherwise in any materials or information provided by Volta Volaré (other than the Aircraft Purchase Agreement) are preliminary only and may be changed at any time.
Section 4.2 – Buyer expressly acknowledges that Buyer has not relied on any oral or written representations except as specifically stated in the Agreement and that Volta Volaré has made no representations as to the suitability of the Aircraft for any particular purpose of Buyer. Buyer acknowledges that the Aircraft is a general aviation experimental aircraft and is not suited for commercial transport or aerobatics.
Section 5 PRICE AND PAYMENT SCHEDULE
Section 5.1 – The Estimated Price herein is the expected sales price for the Aircraft with standard equipment and EA upgrades at the time of this Deposit Agreement. The final purchase price (“Purchase Price”) will be listed in the Aircraft Purchase Agreement.
Section 5.2 – Buyer shall make a non-refundable payment to initiate parts production and procurement (“Production Initiation Payment”) no later than seven (7) calendar days prior to the Production Start Date and shall make non-refundable progress payments (“Progress Payments”) no later than seven (7) calendar days prior to each stage of assembly, as defined in the Aircraft Purchase Agreement. Volta Volaré must receive this Production Initiation Payment and Progress Payments prior to producing, procuring or allocating any parts for the Aircraft to be purchased by Buyer and prior to the scheduling of any stage of assembly. Additional payments, if any, will be defined in the Purchase Agreement. The balance of the Aircraft Purchase Price shall be due no later than the Aircraft Delivery Date, including payment of the then-current Volta Volaré list price for any selected optional equipment or services,
Section 5.3 – Payments shall be made as stipulated in the Aircraft Purchase Agreement and are subject to verification by Volta Volaré.
Section 5.4 – At Delivery Date, Deposit shall be applied to the Aircraft Purchase Price, provided that Buyer completes the purchase.
Section 5.5 – Deposit shall be deposited into a purchase deposit account, currently with Bank Of America (“Purchase Deposit Account”). Volta Volaré is responsible for the costs of the Purchase Deposit Account and is entitled to any interest earned on deposited funds. The Purchase Deposit Account bank may be changed by Volta Volaré at its discretion. Buyer agrees to provide information that may be requested by the Purchase Deposit Account bank, including without limitation, information to confirm the bank’s compliance with state and federal laws against terrorism and money laundering activities. This Deposit Agreement authorizes the Deposit Account bank to comply with written instructions from Volta Volaré concerning the deposited funds. The Deposit Account bank is only authorized to accept instructions from Volta Volaré. If Buyer cancels the Deposit in accordance with the Deposit Agreement, Volta Volaré will direct the release and return of the Deposit (less cancellation or other fees if applicable) to the Buyer. When Buyer executes an Aircraft Purchase Agreement, Volta Volaré will apply the Deposit to the Purchase Price. If Buyer fails to timely cancel or execute an Aircraft Purchase Agreement, Volta Volaré may retain the Deposit, unless otherwise directed to under a separate Agreement between Volta Volaré, Buyer and Assignee, pursuant to Section 11.
Section 5.6 – The Purchase Price is exclusive of any sales or use tax, value-added taxes, duties, registration fees or any charges that may be levied by governmental authorities in connection with the purchase, sale, transfer, use, registration, export, import of the Aircraft (collectively, “Taxes”). Taxes required by law to be charged at the point of sale will be collected by Volta Volaré.
Section 6 TERMINATION AND REFUNDS
Section 6.1 – Buyer may cancel this Deposit Agreement for any reason by providing written notice (“Notice of Cancellation”) to Volta Volaré no later than fourteen (14) calendar days after the date of the Production Notice. Within thirty (30) calendar days from the date of such Notice of Cancellation the Buyer and Volta Volaré shall cooperate in good faith to exchange, transfer and assign Buyer’s rights and obligations under this Agreement to a qualified buyer pursuant to Section 11. In the event Buyer timely cancels this Deposit Agreement and is either unable or elects not to transfer Buyer’s rights and obligations within thirty (30) calendar days, Buyer’s Deposit will be fully refunded.
Section 6.2 – In the event Buyer timely cancels the Deposit Agreement for the stated reason that the final Purchase Price of the Aircraft in the Aircraft Purchase Agreement is higher than the Estimated Price (other than by economic escalations using the Consumer Price Index for Urban Wage Earners and Clerical Workers [CPI-W; U.S. City Average] as published by the U.S. Department of Labor, Bureau of Labor Statistics, for the period from the date of this Deposit Agreement until the Delivery Date), Volta Volaré will refund the Deposit to Buyer with no obligation upon Buyer to cooperate in the transfer of Buyer’s rights and obligations under this Agreement. Refunds are to be made by check and paid within forty five (45) calendar days after receipt of a timely Notice of Cancellation. No interest shall accrue, or be paid, to Buyer on the refund of Deposit, or on any payments made toward the Purchase Price.
Section 6.3 – Volta Volaré may terminate this Deposit Agreement for cause, upon written notice to Buyer, if any of the following apply:
Section 6.4 – Volta Volaré will use this Deposit Agreement as an important measure of demand for the Aircraft and will commit to development and production costs accordingly. If this Deposit Agreement is terminated pursuant to Section 6.3, Volta Volaré will be damaged in a manner that will be difficult to calculate. For these reasons, if Volta Volaré terminates this Deposit Agreement under Section 6.3, Volta Volaré may cancel Buyer’s delivery position and retain the Deposit made by Buyer as liquidated damages. Buyer acknowledges that the foregoing liquidated damages provision is a consideration to Volta Volaré’s willingness to enter into this Deposit Agreement and is not a penalty.
Section 6.5 – If Buyer is unable to timely enter into or comply with the terms and conditions of an Aircraft Purchase Agreement due to circumstances beyond the buyer’s control, i.e., due to “force majeure”, then Volta Volaré, in its sole discretion, may refund all or a portion of any Deposit, and will endeavor to assist Buyer in the exchange, transfer and assignment of Buyer’s rights and obligations of this Deposit Agreement and / or Aircraft Purchase Agreement (if applicable) pursuant to Section 11.
Section 7 LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE MAXIMUM LIABILITY VOLTA VOLARÉ SHALL HAVE TO BUYER FOR ANY BREACH OF THIS DEPOSIT AGREEMENT OR OTHERWISE ARISING OUT OF OR RELATING TO THIS DEPOSIT AGREEMENT SHALL BE A FULL REFUND OF THE DEPOSIT MADE BY BUYER. IN NO EVENT SHALL VOLTA VOLARÉ BE LIABLE FOR CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THIS DEPOSIT AGREEMENT.
Section 8 ATTORNEYS’ FEES
Should any arbitration or litigation be commenced (including any proceedings in a bankruptcy court) among Volta Volaré and Buyer in connection with this Deposit Agreement, the prevailing party in such proceeding, as determined by the court, will be entitled to reimbursement of its reasonable attorneys’ fees, expenses, mediation and arbitration and/or court costs incurred in the dispute resolution.
Section 9 GOVERNING LAW AND VENUE, DISPUTE RESOLUTION
Section 9.1 This Deposit Agreement shall be governed by the laws of the State of Oregon, regardless of the choice of law provisions of Oregon or any other jurisdiction.
Section 9.2 The Parties agree to resolve any controversy, claim or dispute that may arise out of this Deposit Agreement via mediation and binding arbitration in Portland, Oregon, administered under the American Arbitration Association’s Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in the state and federal courts located in Multnomah County, Oregon. The Parties hereby waive any and all objections that they may have as to jurisdiction and/or venue, including any claim that any action or proceeding has been brought in an inconvenient forum.
Section 10 SEVERABILITY
In the event that any part of this Deposit Agreement is declared by any court or other jurisdictional or administrative body to be null, void, or unenforceable, such provision shall be severed to the extent unenforceable under the applicable law, and all of the other provisions of the Deposit Agreement shall remain in full force and effect.
Section 11 TRANSFERABILITY
This Deposit Agreement (and all rights herein) is assignable or transferable by Buyer (“Transfer”), conditional upon the written consent of Volta Volaré and pursuant to determination of suitability of said assignee(s), in the sole discretion of Volta Volaré, with such consent not to be unreasonably withheld. Buyer’s Production Number must first be offered to other buyers with an existing Production Number, and said buyers shall be granted a seven (7) day right of refusal period before being offered to the public. Should such Transfer constitute the sale of Buyer’s Position Number in any jurisdiction where said Transfer occurs and results in a financial gain or loss to Buyer, Buyer is responsible for all taxes and reporting of income on said Transfer, and Volta Volare’ is not to be considered a Party to said Transfer.
Section 12 MODIFICATION
This Deposit Agreement may be amended or modified, and any of the terms, covenants, representations, warranties, or conditions may be waived, only by a written instrument executed by Volta Volaré, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition or breach shall not be deemed to be a further continuing waiver of any such condition or breach, or of the breach of any other provision of this Deposit Agreement. This Deposit Agreement shall be binding upon and inure to the benefit of the Parties’ successors, executors, heirs and assigns.
Section 13 NOTICES
Section 13.1 Any notice to be given under this Deposit Agreement may be sent by email or by pre-paid overnight delivery to Buyer’s address given with this Order or to the address below for Volta Volaré. Each notice or demand shall be deemed to have been given or made when actually received.
Section 13.2 Buyer acknowledges that “documents” associated with this Order and Deposit Agreement may be digital and that such “documents” are agreed to be equivalent to “paper” documents. Also, communications to/from the email address specified by Buyer, with written acknowledgement of acceptance of terms and conditions (if any) in said “documents” shall constitute delivery of the equivalent of “signed” documents.
Section 14 NO WARRANTIES
BUYER AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THE AIRCRAFT PURCHASE AGREEMENT, VOLTA VOLARÉ MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY EXCLUDES AND DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. ALL OTHER OBLIGATIONS OR LIABILITIES OF VOLTA VOLARÉ, WHETHER UNDER A THEORY OF NEGLIGENCE OR STRICT LIABILITY, CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THE SALE, USE OR OPERATION OF THE AIRCRAFT, OR OTHERWISE, ARE EXCLUDED BY VOLTA VOLARÉ AND HEREBY EXPRESSLY WAIVED BY BUYER.
Section 15 BINDING AGREEMENT
This Deposit Agreement shall become binding upon Volta Volaré’s written acknowledgement to Buyer confirming the receipt of this executed Agreement, and receipt by Volta Volaré of unconditional payment of the Deposit. Buyer acknowledges and agrees that it has read, understood and agrees to the provisions hereof. Prior to acceptance, this offering is subject to change in Volta Volaré’s sole discretion at any time. There are no assurances by Volta Volaré that the terms and conditions of this Deposit Agreement, including the Purchase Price or Deposit amount, are or will be the same for all purchasers.
Volta Volare’ DaVinci – Experimental Aircraft Specifications (Preliminary)
Standards: Aircraft components will meet or exceed the requirements as established by Part 23 of the FAA Federal Aviation Regulations.
Seats: 4 (5 with rear bench seat)
Max Takeoff Weight: 3,800 lbs
Useful Load: 1,200 lbs (option dependent)
Baggage: 120 lbs (maximum)
Max Speed (Vne): 310 kts (356 mph)
Takeoff Distance: 1,400 ft
Landing Distance: 1,500 ft
Powerplant: Volta Aero Tech 220kW EViation Drive; 1,060 cc VAT Range Extender; 58 kWh ESS
Retractable Landing Gear
Analog and Digital Systems Instrumentation
Four–position Intercom system
VHF Communication Radio
Mode C Transponder
Level Three Charging Station (interior / hangar use)
Level Two Charging Adaptor (remote / portable use)
Customized Production Video Archive, Scrapbook and Notes & Records Book
Pilot Operating Handbook
Airworthiness Certificate (subject to Owner-Builder completion satisfactory to FAA Examiner)
Weight and Balance Data
Volta Volaré “EA” Complete Interior (sustainable fabrics or leather, to be selected by Buyer)
Custom Paint Scheme and Signature “EA” Badge Elements (interior / hangar use)
LED Lighting Package
Speed / Performance Configuration
Custom Badge Interior and Controls
Custom Tow Bar, Wheel Chocks and Windscreen Solar Shield
Touch Screen “Glass Cockpit” Multifunction Display (Windows-based LCD)
Multifunction Heads Up Display